We are discussing some of the issues raised by Peter Henning in his DealBook column, The S.E.C.’s Use of the ‘Rocket Docket’ Is Challenged.
In any event, the limits on discovery, the fact that ALJ decisions are…

Peter Henning wrote an interesting piece over at DealBook on the SEC's use of administrative proceedings in place of actions in federal district court. See The S.E.C.’s Use of the ‘Rocket Docket’ Is Challenged.…

We are discussing the Second Circuit's decision in ParkCentral Global Hub Limited v. Porsche Automobile Holdings, a case that effectively created a "reverse effects test" that was contrary to the Supreme Court's analysis…

Fitapelli Kurta News

Publicly available records provided by the Financial Industry Regulatory Authority (FINRA) on December 7, 2016 indicate that former Texas-based SWBC Investment Services broker Chris Gimblet has been sanctioned by FINRA and is currently not…

Publicly available records provided by the Financial Industry Regulatory Authority (FINRA) on December 7, 2016 indicate that former Pennsylvania-based PNC Investments broker Thomas Omark has been sanctioned by FINRA and is currently not…

Publicly available records provided by the Financial Industry Regulatory Authority (FINRA) on December 7, 2016 indicate that New York-based Meyers Associates broker Francine Lanaia has been the subject of resolved or pending customer…

From the Desk of Jim Eccleston at Eccleston Law LLC:This is the fourth of a series of posts to discuss the rules associated with the FINRA disciplinary process. FINRA Rule 9214 gives authority to the chief hearing officer to order the…

From the Desk of Jim Eccleston at Eccleston Law LLC:This is the third of three posts to discuss FINRA Rule 9216. This post will discuss the “consent” portion of the rule related to regulatory (disciplinary) settlement…

From the Desk of Jim Eccleston at Eccleston Law LLC:This is the third of a series of posts to discuss the rules associated with the FINRA disciplinary process. FINRA Rule 9213 gives authority to the Office of Hearing Officers to assign a…

Since the election, much of the financial commentary has centered on the stock market’s surprising surge. But the largest changes by far have been in expectations for interest rates, which, in turn, have affected the bond markets. The…

UBS Financial Services Inc. lost again in another arbitration claim regarding Puerto Rico closed-end municipal bond funds, this time for $18.6 million. This marks the largest award involving Puerto Rico bond funds to date, according to FINRA.…

According to FINRA, Tye Calvin Williams (CRD #1271046, Frisco, Texas) submitted an AWC in which he was barred from association with any FINRA member in any capacity. Without admitting or denying the findings, Williams consented to the…

For California corporations, the general rule is that an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. Cal. Corp. Code §…

Who Votes As Proxy For Shares Standing In The Name Of Another Corporation?

The Proxy Season blog yesterday discussed the following question from the Q&A Forum of TheCorporateCounsel.net: Under Delaware law, can a Board of Directors authorize a person who is not an officer of the company to act as agent and vote…

It’s not often that you see a company soliciting consents to remove one of its sitting directors. However, that is what PICO Holdings, Inc. sought to do in this consent solicitation statement filed with the SEC on…

The fraud and conspiracy case against recidivist fraudster Regis L. Possino and 10 others charged in connection with a multimillion-dollar “pump-and-dump” scheme appears to be nearing an end — in almost total secrecy. Most…

The Securities and Exchange Commission has quietly expanded its fraud case against financier Izak Zirk De Maison, adding seven more people as codefendants and identifying five more stocks he used in his schemes. According to the SEC’s…

Just days after the Seattle Seahawks and New England Patriots claimed their spots in Super Bowl XLIX, a memorabilia company called The Highland Mint contacted customers with a tantalizing list of autographed collectibles. Highland…

Ellen Podgor from the White Collar Crime Prof Blog also has an interesting post about Salman. She offers her thoughts about the rule of lenity concerns that may be created in other cases by the limited analysis offered by the...

Securities Law Attorneys Blog

Publicly available records provided by the Financial Industry Regulatory Authority (FINRA) on December 7, 2016 indicate that former Missouri-based Sagepoint Financial broker John Burns is currently not affiliated with any broker-dealer firm.…

Publicly available records provided by the Financial Industry Regulatory Authority (FINRA) on December 7, 2016 indicate that former New Jersey-based Janney Montgomery Scott broker David Seigerman has been permanently barred from acting as a…

Public records provided by the Financial Industry Regulatory Authority (FINRA) on December 7, 2016 indicate that New York-based Meyers Associates broker Joseph Thurnherr is the subject of pending customer complaints. The securities and…

November 2016- New York Merrill Lynch was fined $7 million by the Financial Industry Regulatory Authority (FINRA) for inadequately supervising the use of leverage (margin) in customer accounts. Merrill Loan Management Accounts (LMAs) permit…

November 2016 -Dallas, Texas Matthew Carl Griffin and his brother William Daniel Griffin were named in a civil action filed by the Securities and Exchange Commission (SEC) charging them with fraudulently offering interests through their…

November 2016- Lynnfield, MA Investors Capital Corp. will be closing down and transferring some of its brokers and current clients to another firm within the Cetera network of broker dealers, according to a spokesman for Cetera…

It is a truth universally acknowledged that a public company D&O insurance practice requires knowledge of the federal securities laws. And so like many others in our field, I have had to back-an- fill a working knowledge of the securities…

Ontario Statute: Directors and Officers of Dissolved Corporations May be Held Liable for Environmental Liabilitie

A new Ontario statutory provision affecting the liability of directors and officers of dissolved corporations for environmental remediation costs recently caught my attention. As discussed in a December 5, 2016 memo from the Dentons law firm…

In one of the most watched business cases on the U.S. Supreme Court’s docket this term, the Court on December 6, 2016 unanimously affirmed the Ninth Circuit’s ruling upholding the insider trading conviction of Bassam Salman.…

Our firm’s investment attorneys are investigating reports in a New York Times article and customer complaints filed with The Financial Industry Regulatory Authority (FINRA) against Walter Marino (Marino) currently associated with…

Broker Ralph Fetrow Discharged Over Allegations of Outside Business Activitie

Our firm is investigating claims made by Castleview Partners, LLC (Castleview Partners) when the firm terminated broker Ralph Fetrow (Fetrow). According to the firm, Fetrow was discharged in September 2016 after allegation were made…

On October 26, 2016, the SEC amended Rule 504 of Regulation D under the Securities Act of 1933 (the “Securities Act”) to increase the maximum amount of securities that may be sold thereunder in any 12-month period from $1 million…

What Are &lsquo;Commercially Reasonable Efforts&rsquo; in M&amp;A Transactions?

Two recent rulings out of the Delaware Court of Chancery have highlighted the importance of clearly defining the terms of pre-closing obligations. In an M&A transaction, it takes significant time to get from a signed letter of…

What You Need to Know About Mergers and Acquisitions Involving Government Contractors and Their Supplier

Volume X – Accounting for the Cost of Business Combinations Under Government Contracts Mergers and acquisitions create additional costs and complex accounting issues for government contractors. There are fees for accounting,…

The U.S. Commonwealth of Puerto Rico will pay about $330 million of what it owes on general obligation bonds, while defaulting on bonds of approximately $37 million that are mostly owed to the Puerto Rico Infrastructure Financing Authority…

Man Released from Prison Faces New Fraud Charges in $11M Investor Stock Scam

The Securities and Exchange Commission is charging Edward Durante with bilking investors once again. Durante, who already served a 10-year sentence for a previous securities fraud conviction, is accused of using different aliases to defraud…

Yes, technically, but in reality, no. Under the law, a FINRA securities arbitration award can be appealed, but practically speaking, arbitration awards are rarely changed when appealed. Indeed, under the Federal Arbitration…

What Are the Key Differences Between Arbitrating an Investor Case Before FINRA and Suing in Court?

An investor who is abused by his or her securities broker cannot sue in court. Instead, the investor must sue the broker or the brokerage firm in arbitration before the Financial Industry Regulatory Authority, otherwise known as…

In September 2016, the Florida Office of Financial Regulation issued a Consumer Alert titled “Managing Finances After the Death of a Loved One.” The alert makes a number of helpful recommendations to take following the…

Cynk is a social network company that has no revenue, no assets, and no profits. Until last week, it was the hottest stock on Wall Street, according to a Business Insider report by Hunter Walker and Julia La Roche (July 14, 2014). Its…

By law, a broker has to recommend suitable investments. To be considered suitable, an investment should align with the client’s investment objectives. Dumping all client funds into a single foreign stock, despite the client’s low…

The problem of conflicts of interest for pension advisers attracted Congressional attention, according to a Wall Street Journal article by Dan Fitzpatrick (June 9, 2014). U.S. Representative George Miller (D., Calif.) has written…

Going Public Lawyer Securities Lawyer 101 Blog Going public is a big step for any company. The process of “going public” is complex and at times precarious. While going public offers many benefits it also comes…

Securities Lawyer 101 Blog Going public is a big step for any company. The process of “going public” is complex and at times precarious. While going public offers many benefits it also comes with risks and…

Going Public LawyerThe Securities and Exchange Commission (“SEC”) says it doesn’t like over-the-counter shell companies especially when reverse mergers are involved, and would like to see them gone from the…

A stockbroker made a computational mistake on an Excel spreadsheet and erroneously told her clients that their accounts were worth $120,000 less than was true. Thereafter, the clients liquidated their holdings and purportedly sustained a…

Sadly, the alternative-dispute-resolution of arbitration has become a laundromat where consumers are forced to allow powerful business interests to wash their dirty clothes in private. As I see it, the hallmarks of a truly fair arbitration…

The U.S. Securities and Exchange Commission (SEC) has put out a report assessing the definition of who qualifies as an accredited investor. The 2010 Dodd-Frank Act mandates that this definition be reevaluated every four years.
Accredited…

Commerzbank is suing Wells Fargo (WFC) for losses sustained on failed mortgage-backed securities (MBS). The German finance firm claims the California lending giant did not properly supervise MBS during the housing bubble, which Commerzbank…

Stephen A. Cohen and SAC Capital will pay a group of Elan Corp. investors $135M to settle their insider trading case against him and the firm. The plaintiffs had contended that sustained they financial losses because of insider trading that…

At long last, the SEC has approved general solicitation in 506 offerings. I have previously blogged on the subject here and here. It seems each stakeholder group is claiming it as their own victory. Hedge funds, crowdfunders,…

This week, Fox Business News contributor Tobin Smith was terminated because he violated their policy that “no contributor to FBN [Fox Business Network], nor his/her firm, and/or family members are allowed to accept financial…

This, of course, is a misleading question. The answer is never. In case you need some law to back up that conclusion, take a look at the recent case of Robert J. Vitale. Mr. Vitale was the subject of an SEC enforcement…

Inside Sarbanes Oxley

If your organization isn’t already offering incentives to ferret out inappropriate behaviors, the new Dodd-Frank Act and whistleblowing rewards just might (and could make your company the next public spectacle).
Deloitte’s…

The department painstakingly went through its inventory of SOX controls to determine which ones could be assessed just by analyzing data in company systems. Then data-analytic scripts were written to allow exceptions to be found. Now, for…

Ever since stock-listing requirements prompted many US companies to name an independent director to serve as the chairman, lead director, or presiding director of the board, these companies have been grappling with what, exactly, this board…

The Securities and Exchange Commission (“SEC”) issued public administrative and cease-and-desist proceedings pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”) and Sections 15(b) and 21C of the…

Ponzitracker

A Wisconsin man was charged by the Securities and Exchange Commission with operating a Ponzi scheme that took in more than $10 million from at least 122 investors. Loren Holzhueter, 69, was the subject of an emergency enforcement action…

An Ohio man was sentenced to serve twenty-one years in federal prison for his role in funnelling investors to the massive "Black Diamond" Ponzi scheme that ultimately duped over 400 investors out of at least $40 million. Jonathan…

Two California men have entered guilty pleas to operating a massive Ponzi scheme that allegedly caused losses of over $100 million to victims who thought they were investing in a profitable ATM leasing operation. Joel Barry Gillis, 74,…

On November 30, 2016, the Financial Industry Regulatory Authority (FINRA) announced that it had fined Merrill Lynch, Pierce, Fenner & Smith Inc. $6.25 million and ordered the firm to pay approximately $780,000 in restitution for…

Click the link to view the article http://www.ibj.com/articles/60826-victims-to-collect-money-soon-in-veros-case
The post Attorney Mark Maddox quoted in IBJ article in Veros Case appeared first on Maddox Hargett & Caruso.

Financial Industry Regulatory Authority (FINRA) records indicate that Douglas P. Simanski (Simanski), a former stockbroker who was associated with NEXT Financial Group, has been permanently barred from the brokerage…

Platinum Partners LP Funds are under scrutiny after federal agents reportedly raided the funds’ New York offices in July 2016. Hedge fund entities sponsored by Platinum Partners include the Platinum Partners Value Arbitrage Funds,…

The Financial Industry Regulatory Authority (FINRA) recently fined Investors Capital Corporation $250,000 over the sale of unit investment trusts (UITs). Investors Capital did not admit or deny the allegations leading to the fine, but…

September also means the end of summer break for the U.S. Supreme Court. When the justices return to the bench for the October 2016 Term, they will consider a number of key commercial law issues. This post offers a brief summary of several…

Are you required to provide employee breaks? Both employers and employees alike are often surprised to learn that federal employment laws do not require employers to set specific intervals or even make time for employees to take work breaks…

What You Need to Know about the SEC’s New Rules for Administrative Proceedings The Securities and Exchange Commission (SEC) recently adopted several amendments to its rules of practice governing administrative proceedings. According to…

Federal Securities Law Blog

FedSecLaw.com is devoted to highlighting current issues in securities laws, discussing the ramifications of those issues for todayâ€™s businesses, and providing bottom-line takeaways for busy owners, managers, and executives. By Porter Wright Morris & Arthur LLP.

PGA golfer Phil Mickelson agreed to forfeit almost $1 million that the Securities and Exchange Commission (SEC) said was obtained through insider trading. Mickelson was named as a “relief defendant” in a criminal case, filed in…

On Jan. 22, 2016, the Delaware Court of Chancery released its opinion in In re Trulia Stockholder Litigation in which it rejected a “disclosure only” settlement of a shareholders’ suit challenging an M&A transaction.…

The Supreme Court has agreed to consider something that lies at the center of nearly every insider trading case: what prosecutors need to prove an insider trading conviction. This case aims to determine exactly what benefits corporate…

Perry Krumsiek & Jack Law Blog

If you are one of the hundreds of thousands of Americans permanently traumatized by the government’s highly lauded, but horribly executed, loan modification program, take heart. I’m here to tell you that there’s another government…

If you are one of the hundreds of thousands of Americans permanently traumatized by the government’s highly lauded, but horribly executed, loan modification program, take heart. I’m here to tell you that there’s…

Before Abraham Lincoln became our greatest president, he was a great corporate lawyer. And before he was a corporate lawyer, he was a brilliant trial lawyer.
In the 1840s, Lincoln represented a Revolutionary War widow who had been bilked…

Hey folks -- I'm getting ready to head down to the RTP area for the annual CED Venture Conference. This year it is in downtown Raleigh, instead of Pinehurst, and looks to be bigger and better than ever.
So, if anyone happens to be in the…

Tim O'Connor's Blog

The past decade has seen an explosion in the number of family offices set up by families seeking to coordinate and organize family wealth and assets, as well as issues involving the intergenerational transfer of family legacies. This growth…

In a Decision dated November 3, 2016, in the case of Taylor v. Casolo, the New York State Supreme Court, Appellate Division, Third Judicial Department affirmed Supreme Court’s ruling disqualifying counsel for several defendants in a…

In a decision dated October 14, 2016, in the case of Collins v. Roe the United States District Court for the Northern District of New York dismissed the claims of the plaintiff against two individual defendants claimed to have been involved…

Last year, the Obama administration introduced the Fiduciary rule that requires financial advisers to always act in the best interest of their clients when handling their retirement savings. It was expected to be a big industry shakeup,…

The Financial Industry Regulatory Authority Inc. (FINRA) announced in a News Release on November 2, 2016 that it fined eight broker-dealer firms regarding failures to supervise the sale of variable annuities. FINRA announced that…

Securities & Exchange Commission (SEC) charged broker Marc Broidy and his firm, Broidy Wealth Advisors, for $1.4 million worth of ill-gotten gains, as per reports. It is believed that the firm profited off their client’s trusts by…

Dear Readers: This is a post I co-wrote with Joe Wallin, who has published the almost identical post here. If you are investing in early stage companies, there are certain deal terms you want. Most you probably know already: if...

The picture here was taken by Joe Wallin, who was on a panel with me, Gary Kocher of K&L Gates, Tom Alberg of Madrona Ventures, and Dan Rosen of the Alliance of Angels, talking to the Angel Capital Association's NW...

"On a relative basis, issuances claiming the new Rule 506(c) exemption have accounted for only 2.1% of the reported capital raised pursuant to Rule 506 since becoming effective in September 2014." So reads a key finding of a report,…

In the years that I’ve written extensively about Overstock.com (NASDAQ: OSTK), I have always been amazed about its bizarre CEO Patrick Byrne and the gang of misfits he has surrounded himself with. By far, the worst was a real loser…

In my first segment of a series of Op-ed articles about white-collar crime on CNBC, I examine the case of former Republican Congressman Michael Grimm who recently pleaded guilty to income tax evasion and awaits sentencing on June 8, 2015.New…

Lawyers Tempt Fate Before Second Circuit and No One Likes What They May Get

Last year, a Connecticut based hedge fund, Turnberry Capital Management LP, filed a FINRA arbitration securities claim against SunTrust Banks, Inc. to recover $13 million it lost in 2007 by investing in mortgage backed securities.
However,…

What does a big firm commercial defense lawyer, a banker, a healthcare lobbyist, a parking authority commissioner and an Allegheny parks commissioner all have in common? andnbsp;
Apparently, they are all friends of Pennsylvania Governor Tom…

WSJ report highlights significant concerns about the nature of global AML system

Finally there is some reporting about the dirty little secret of global AML enforcement - it might not work. The following was reported in the Wall Street Journal today and we recommend you read the full article:
The Morning Risk…

New FATF announcements regarding the progress various countries are making on AML CFT

On Friday the SFC sent around a circular to licensed firms with details of a number of additions to the AML sanctions regime and this included advice from the FATF that some countries were not doing enough to improve their AML CFT…

SEC Chair, Mary Jo White, recently spoke to an industry association in the United States and talked about the importance of the rule of compliance officers. Here is the speech:
Remarks at National Society of Compliance Professionals…

The SEC alleges that Richard Dalton and Universal Consulting Resources LLC (UCR) raised approximately $17 million from investors for two fraudulent offerings. The programs were generally referred to as the “Trading Program” and the…

Last month an arbitration panel ordered the investment firm USB financial to pay over $80 million in consequential investments to Kajeet, Inc., a company who markets cellphones for kids. Kajeet’s award fell short of the $110 million…

A Texas couple got some great news last week from the FINRA
arbitration panel that ruled on their claim.
The panel ruled that the Raymond James Financial Inc. and
broker Larry Milton must buy back some $925,000 worth of auction…

By Amy Leisinger, J.D.Following a presentation on the work of the Small Business Administration Office of Investment and Innovation, the SEC’s Advisory Committee on Small and Emerging Companies decided to delay a recommendation relating…

By Mark S. Nelson, J.D.The House passed a package of capital formation bills, some of which have previously passed the chamber as stand-alone bills. The collection of bills would put the onus on the SEC to address issues critical to smaller…

United Airlines pays $2.4 million for easing a public official’s travel woe

By R. Jason Howard, J.D.United Airlines parent company, United Continental Holdings, Inc., has agreed to settle charges brought by the SEC concerning its reinstatement of an unprofitable route at the behest of a former chairman of the Port…

Following up on our earlier report that Mary Jo White, the chair of the Securities and Exchange Commission, will step down at the end of the Obama administration, news of other departures within the SEC has begun to spread. The…

According to Tatyana Shumsky at the Wall Street Journal, the Securities and Exchange Commission has increased efforts to regulate the use of accounting metrics that do not conform to the U.S. Generally Accepted Accounting Principles,…

The latest post-election domino has fallen. Mary Jo White, the chair of the Securities and Exchange Commission, will step down at the end of the Obama administration. White announced her departure on Monday, paving the way for…

Securities Law Blog

Today's lesson - do not overstate your book when changing firms.While that seems to make sense, apparently it escapes some folks that if you tell your prospective employer that you have $700,000 in annual revenue, and you have zero, they are…

SEC Creates National Database of Individual Trades - CARDS Rising from the Dead?

We all remember CARDS - FINRA's ill conceived plan to store and maintain information regarding every trade made by every person in our national markets. The plan was a disaster from the start, for many reasons, but one of the main reasons…

Legal Considerations for Selling Your Emerging Growth Company Part 4: The Term Sheet or Letter of Intent

If you have been following our series on the major legal steps involved in selling an emerging growth company, you know that we have already come a long way in negotiating an agreement with a financial adviser as well as entering into a…

Legal Considerations for Selling Your Emerging Growth Company Part 3: The Non-Disclosure Agreement

In the previous two posts in our series on legal considerations for selling an emerging growth company, we focused on providing an overview of the M&A process as well as negotiating an engagement letter with a financial adviser. In this…

Legal Considerations for Selling an Emerging Growth Company Part 2: Creating an Engagement Letter with a Financial Adviser

Last month, we began a seven-part series on “Legal Considerations for Selling an Emerging Growth Company,” and, in that post, we discussed six important steps in the merger and acquisitions process that emerging growth companies…

In a recently published Regulatory Notice (FINRA Regulatory Notice 16-25), FINRA sought to remind customers, as well as associated persons, of their right to arbitrate within the FINRA forum “at any time.” In short, FINRA…

Amato Law Firm, LLC is investigating claims against Credit Suisse (CS) on behalf of its former U.S.-based advisers who have transitioned to firms other than Wells Fargo Advisors. As recently reported in On Wall Street, more than…

The securities law firm of Amato Law Firm, LLC is investigating potential securities law claims involving United Development Funding (UDF) and its real estate investment trusts (REITs) including United Development Funding IV (UDF IV), a…

As noted in an earlier post, on the April 30, 2014, shares of Lihua International, Inc. (NASDAQ: LIWA) collapsed over 50% amid allegations that a senior manager may have become the subject of an action by Chinese law enforcement. …

On April 30, 2014, the Board of Directors of Lihua International, Inc. (“Lihua”) (NASDAQ: LIWA) issued a press release after the Company’s stock price collapsed by over 50% amid allegations that the Company’s CEO and…

On April 30, 2014, the Board of Directors of Lihua International, Inc. (“Lihua”) (NASDAQ: LIWA) issued a press release after the Company’s stock price collapsed by over 50% amid allegations that the Company’s CEO and…

Click on the video below to see Robert Herskovits’ appearance on Side Bar, a show produced by Reuters. Robert speaks about issues concerning the Protocol for broker recruiting and transition issues faced by registered representatives…

Click on the video below to see Robert Herskovits’ appearance on Side Bar with Bill Singer, a show produced by Reuters. Robert speaks about issues concerning the Protocol for broker recruiting and transition issues faced by registered…

TheCorporateCounsel.net Blog

We have launched a new members-only blog for DealLawyers.com: “John Tales.” John is telling stories on this new “long-form” blog – education by entertainment! John brings his fine humor to bear! Place your email…

Yesterday, the SEC announced that Corp Fin Director Keith Higgins is leaving in early January. I am happy for Keith – sad for the rest of us. Keith did an amazing job under tough circumstances. For example, getting the “disclosure…

We have launched a new members-only blog for DealLawyers.com: “John Tales.” John is telling stories on this new “long-form” blog – education by entertainment! Place your email address in the box when you click…

The U.S. Department of Justice is Ramping Up its Enforcement of the Servicemembers Civil Relief Act

Think you are in compliance with the Servicemembers Civil Relief Act? Now would be a good time to make sure since the federal government is increasing its enforcement efforts as part of its Servicemembers and Veterans Initiative. The…

At the November 2, 2016 Securities Industry and Financial Markets Association (“SIFMA”) Compliance and Legal Society Regional Seminar in New York, a SIFMA panel discussed the “Yates Memo,” its effect on internal…